The Spin-Off. (a) Subject to Section 4.3, on or prior to the Distribution Date, Torchmark shall deliver to the Agent for the benefit of holders of record of Torchmark common stock on the Record Date, a single stock certificate endorsed by Torchmark in blank, representing all of the outstanding shares of Class A Common Stock then owned by Torchmark or any other member of the Torchmark Group and a single stock certificate endorsed by Torchmark in blank, representing all of the outstanding shares of Class B Common Stock then owned by Torchmark or any other member of the Torchmark Group, and shall cause the transfer agent for the shares of Torchmark common stock to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Class A Common Stock and Class B Common Stock (except for fractional shares which will be sold for cash pursuant to Section 4.4 to be distributed in lieu thereof) to each such holder or designated transferee or transferees of such holder.
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Samples: Public Offering and Separation Agreement (Waddell & Reed Financial Inc), Public Offering and Separation Agreement (Waddell & Reed Financial Inc), Offering and Separation Agreement (Waddell & Reed Financial Inc)
